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O.C.G.A. § 14-3-613 — Remedies of creditors of corporation against members | Georgia Code
O.C.G.A. § 14-3-613 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 6 MEMBERSHIP

14-3-613. Remedies of creditors of corporation against members.

  1. No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such action would be useless.
  2. All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this Code section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.

(Code 1981, §14-3-613, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is taken from the Model Act. It requires creditors of a nonprofit corporation to obtain a final judgment against the corporation and attempt collection before suing members to recover any amounts they may owe the corporation, unless a proceeding against the corporation would be futile. This section is not intended to foreclose other remedies available to a creditor, such as those under the Uniform Fraudulent Transfer Act.

PART 3 T ERMINATION OF MEMBERSHIP

14-3-620. Resignation by member and effect thereof.

  1. Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, although the articles or bylaws may require reasonable notice before the resignation is effective.
  2. This Code section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract, a condition to ownership of land, an obligation arising out of ownership of land, or otherwise, and this Code section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.

(Code 1981, §14-3-620, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 30.)

COMMENT

This section is based on the Model Act. It sets forth the basic right of a member to resign at any time, unless such resignation is prohibited by some other law. A member who resigns may be liable to the corporation for wrongfully withdrawing in violation of a contractual or other obligation to remain as a member. Under subsection (b), a member who has resigned may remain liable for obligations incurred or commitments made prior to the resignation.

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This Georgia Code resource is curated by this site's author, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.